Black Ridge Acquisition Corp.

The company states the sale may constitute a sale of substantially all of its assets under Delaware law, so it cannot be completed without the affirmative vote of holders of a majority of the issued and outstanding common stock — a higher bar than a majority of votes cast, which makes an abstention count against. The proxy sets out separate sections on appraisal rights, on the operations of the company after the sale, and on the interests of directors and executive officers in the transaction, which differ from those of stockholders generally.

The filing states that the Sale Transaction may constitute the sale of substantially all of the company's assets under Delaware law, so it cannot be completed without the affirmative vote of holders of a majority of the issued and outstanding common stock — a higher bar than a majority of votes cast. The fee is calculated on $105,000,000.00 of aggregate consideration and totals $21,000.00, of which $15,650.00 was already paid on January 19, 2021 with a preliminary consent solicitation statement, so the sale was first taken to holders by consent before being put to a meeting.

This is a disposal by a former SPAC rather than a combination, and the company states it may constitute a sale of substantially all of its assets under Delaware law, so it cannot complete without the affirmative vote of holders of a majority of the issued and outstanding common stock. Consents must be received by 5:00 p.m. Eastern Time on April 9, 2021, subject to early termination or extension at the company's discretion, and only holders of record at the close of business on January 28, 2021 may consent. The board chose a consent solicitation over a meeting to avoid its cost.

The filing states the sale may constitute a sale of substantially all of the company's assets under Delaware law, so it cannot be completed without the affirmative vote of holders of a majority of the issued and outstanding common stock — a threshold measured against every share, so an unreturned consent card counts against it. Consideration is a purchase price of $68,250,000 plus $10,000,000 of payments to the company over the three years after closing, $78,250,000 in aggregate for fee purposes. The record date and the consent expiration date are both left blank.

Redemption is decoupled from the vote: a public stockholder may convert shares into cash whether or not they vote on the Merger Proposal and whether or not they vote at all, provided the stock is tendered to Continental Stock Transfer & Trust Company no later than two days before the special meeting. The Merger Proposal, the Charter Proposals and the Director Election Proposal are each closing conditions, so the failure of any one of them stops the combination unless the parties waive it. The record date is June 10, 2019.

The trust is stated at approximately $10.17 per public share net of franchise and income taxes payable, against a warning that the vehicle cannot assure a return of at least approximately $10.05. The redemption price itself is left as a bracketed blank in this preliminary draft. Structurally the merger, the charter proposals and the director election are ALL closing conditions — fail any one and the combination does not occur unless the parties waive it, so a holder voting selectively is voting on the deal.

This establishes the baseline trust value of $10.05/share and the 21-month combination deadline (approximately July 10, 2019) for investors tracking redemption rights. The 3,450,000 founder shares are no longer subject to forfeiture since the over-allotment was exercised in full, confirming the sponsor's 20% ownership stake.

$10.05 per unit in trust is the filing's own stated figure and it is above the $10.00 unit price — this vehicle's trust was funded at a premium from day one, so any per-share floor read on a $10.00 assumption understates it. The full over-allotment exercise also fixes the public share count at 13,800,000 and the sponsor's private units at 445,000, which is the denominator every later redemption percentage is measured against.

A units-plus-rights structure dilutes differently from the plain share-and-warrant vehicle: every public unit also carries one-tenth of a share issued at closing regardless of the share price, which is dilution that does not depend on a warrant ever being in the money. The sponsor's private units are agreed to vote for any proposed combination, not to convert or tender, and not to participate in a liquidating distribution. This filing gives no trust figure — the over-allotment 8-K of October 18 does.

This is the vehicle's constitutional file — the trust agreement, warrant agreement and rights agreement are the documents every later deadline, redemption price and warrant term is read out of, and it is where the exhibits are, not their terms. The 8-K itself states no unit price, no trust amount and no combination window; the material terms are in the October 4, 2017 final prospectus it points to.

What changed: All In FutureTech Alliance, Inc. filed as soliciting material a Form 8-K reporting that on May 22, 2026 it entered into a Debt-to-Equity Rights Purchase Agreement with Rainman Network Ltd. and Dece Capital Limited to acquire Rainman's rights under a January 6, 2025 Agreement of Debts Offset and Share Transfer. The Purchased Rights include the right to receive approximately 43.55% of the fully diluted equity of HyalRoute Communication Group Limited, together with creditor, equity transfer, property transfer, entrustment, security and liquidation rights. Why it matters: The consideration is $1,742,000,000, subject to downward adjustment on a third-party valuation of the target group, payable entirely in common stock at a Reference Price of $10.00 per share — an aggregate of 174,200,000 shares, issued in three tranches, the first being 17,420,000 shares within one month after closing. Closing is conditioned on approval by the company's shareholders, all required U.S. and non-U.S. governmental approvals, any Hart-Scott-Rodino waiting period, the absence of a prohibiting order, and written confirmations from each Party B member.

What changed: All In FutureTech Alliance, Inc. (successor to SPAC Black Ridge Acquisition Corp) called a virtual special meeting for June 1, 2026 at 10:00 a.m. ET, record date May 14, 2026, when 37,016,657 shares of common stock were outstanding; quorum is one-third of shares entitled to vote. The proxy states the company is not eligible for another period of time to regain compliance with the Nasdaq bid price requirement, and that it has not filed its Form 10-K for the period ended December 31, 2025, which Nasdaq noted as an additional basis for delisting the company's securities. Why it matters: Two independent delisting triggers are live at once: the bid price compliance clock has run out with no further cure period available, and the fiscal 2025 Form 10-K is simply not filed, which is a delinquent-filer basis for removal that no reverse split can fix. The board acknowledges the potential harm to stockholders if Nasdaq delists the common stock. For holders this means the equity is on the edge of losing exchange listing and, with no current annual report on file, investors have no audited 2025 financials on which to value it.